**Exhibit 10.57**

 

 

**AGREEMENT**dated 12th July 2004

 

*Parties*           RiverdaleEstates Ltd (“The Landlord”)

 

Vidus Ltd (“TheTenant”)

Felaw Maltings(North Building)

48 FelowStreet

Ipswich

Suffolk

IP2 8HE

 

*Property*        Thedwelling house situated at and being :-

4 St NicholasCourt

Friars Street

Ipswich

Suffolk

IP1 1TG

 

Together with the Fixtures,Furniture and Effects therein and more particularly specified in the Inventorysigned by the parties.

 

*Term*               Aterm certain of 6 months from the 12th day of July 2004

 

*Rent*                £1725.00Inc. VAT (@17.5%)(nevertheless as hereinafter provided) for every calendarmonth.

 

*Payable*         inadvance by equal calendar monthly payments on the 12th day of every monthduring the term of the lease.

 

**Terms & Conditions**

 

1.             The Landlord lets andthe Tenant takes the property for the Term at the Rent payable as above.

 

2.             This Agreementcreates an assured shorthold tenancy with in Part 1 Chapter II of the HousingAct 1988 and the provisions for the recovery of possession by the Landlord inSection 21 thereof apply accordingly, save where the Landlord serves a noticeunder paragraph 2 of Schedule 2A of that Act.

 

3.             Where the contextadmits :-

 

a)             “The Landlord”includes the persons for the time being entitled in reversion expectant on thetenancy on the tenancy

 

b)            “TheTenant” includes the persons deriving title under the Tenanat

 

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Residential Lettings & Property Management

3 Wherry Lane, Ipswich, Suffolk IP4 ILG

Telephone: 01473 217600 Fax: 01473 287108

 

www.riverdaleestates.co.uk

 

Registered Office: Saxlead Bottom Farm. Saxtead Suffolk IP13 9QS

Company Registration in England. Number3280625

 

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c)             in this Agreement forall covenants made by the Tenant the masculine shall be deemed include thefeminine

 

d)            references to theProperty include references to any part or parts of the Property and to theFixtures, Furniture and Effects or any part of them.

 

**4.****             THETENANTS COVENANTS**

 

The Tenant agrees with theLandlord:-

 

(1)           To pay the Rent inadvance by equal monthly payments on the 12th day of each month the due date)without deduction and by the method specified to the Tenant in writing by theLandlord whether such Rent be formally demanded or not.  The first payment of Rent is to be made on 12th July 2004.

 

(2)           To pay the Deposit of £2000.00to Riverdale Estates Ltd on the signing of this Agreement.  The Deposit is to be held by the Landlord assecurity towards the Tenants liability for the due performance of hiscovenants.  The Deposit is not repayableuntil after possession has been given up to the Landlord and until after theLandlord has had a reasonable opportunity to inspect the Premises and quantitythe deductions, if any, to be made therefrom (such period not to exceed 6weeks).  The balance will be sent to theTenants forwarding address.

 

(3)           Not to set off againstthe rent the Deposit referred to herein.

 

(4)           To pay for any and allthe electric power supplied to the Premises during the tenancy and to pay allchanges for the use of any telephone and cable services at the Premises duringthe Tenancy.  Where necessary, the sumsdemanded by the service provider will be apportioned according to the durationof the tenancy.  The sums covered by thisclause include standing charges and Value Added Tax as well as any charges,which may be made for actual consumption.

 

(5)           Not to change any ofthe service providers without the written consent of the Landlord.

 

(6)           Should the Tenant havehired a television receiver video equipment cable equipment or similar he willarrange for its return to the hirer at the end of the Tenancy.

 

(7)           To make good all damageoccasioned to the Premises or to any part of the Building through any breach ofthe obligations set out in clause 4(14) hereof or through any improper use byor the negligence of the Tenant, or the servants, or agents for the Tenant, orany person for the time being in or using the Premises or through the stoppingup, overflowing or leakage of any of the sald taps baths, washbasins, WCs,sinks, cisterns, heaters, pipes, fittings or apparatus due to the negligence ofthe Tenant or any such persons as aforesaid PROVIDED THAT this subclause shallnot impose any liability upon the tenant which is cast upon the Landlord bySection 11 of the Landlord and Tenant Act 1985 as amended by Section 116 of theHousing Act 1988 and the Gas Safety (Installation and Use) Regulations 1994 asamended.

 

(8)           Subject to theprovision for approval referred to in clause 2(41) hereof in respect of thedecoration of the Premises to hold in the same repair order and condition asspecified in the said Inventory (fair wear and tear and damage by the InsuredRisks only expected) the interior of the premises together with glass andfixtures and fittings of the Premises and all the contents.

 

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(9)           Ensureall electrical gas and other appliances are kept in good working order and topay for the immediate replacement of any parts, which have become defectivethrough negligence or ill treatment by the Tenant or any invitee of the Tenantand to replace all light bulbs batteries and electrical fuses, which becomedefective.

 

(10)         Subjectto the Landlords obligations in clause 7(1) hereof to keep the furnitureand effects specified in the Inventory or forming part of the contents togetherwith the interior of the Premises clean and in the same repair order andpreservation as at the commencement of the tenancy (fair wear and tear andDamage by the Insured Risks only expected) and so far as possible forthwith toreplace with articles of the same sort and equal value such as may be lost,broken destroyed or to compensate the Landlord in damages for any omission toreplace as aforesaid and to repair and make good such articles as may bedamaged (except as aforesaid) and not to permit or suffer any of the saidfurniture or any substituted furniture or effects to be removed from thePremises otherwise than for necessary repairs (whereupon written notice thereofshall be given to the Landlord) without the consent of the Landlord

 

(11)         Subjectto the Landlords obligations in clause 7 hereto ensure that all taps, baths,wash basins, WCs, disterns, domestic water heaters and internal pipes togetherwith drains gullies downpipes and gutters in or connected with the Premises arekept clean and open and not to damage the pipes wires conduct fittings orappliances within or exclusively serving the premises.

 

(12)         Togive the Landlord written notice of any damage destruction loss or happening tothe Premises or the contents howsoever caused immediately it comes to theattention of the Tenant.

 

(13)         Inthe event that the Landlord gives to the Tenants written notice of any failureto carry out any repairs which are the obligation of the Tenant under thisAgreement the Tenant agrees to carry out such repairs within one month ofreceiving such notice or immediately in the case of an emergency failing which theLandlord or his agents and workmen shall be entitled to enter the Premises toperform the said works the cost of which will be paid by the Tenant to theLandlord upon demand.

 

(14)         Atthe determination the Tenancy to ensure that all linen (if any) is freshlylaundered and to have professionally cleaned all counterpanes blankets duvetscarpets upholstery curtains and other articles set out in the Inventory orarticles substituted for the same which shall be shown by the reference to the Inventoryto have been soiled during the Tenancy but in any event to have the carpetsprofessionally cleaned at least once in every twelve months throughout theTenancy.

 

(15)         Togive notice to the Landlord or proper sanitary authority in the event ofdisinfection or fumigation being required in consequence of the occurrence ofany infectious or contagious illness or infestation of  rats mice fleas insects and the like on thePremises and to bear the cost of any remedial action taken and further to payfor the cost of redecoration when necessary and replace or pay for thereplacement of any articles which require to be destroyed on account of suchinfection infestation of contagion.

 

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(16)         Toindemnify and hold harmless the Landlord against all costs and expenseshowsoever arising from any breach on the part of the Tenant of the Agreement.

 

(17)         Tokeep clean all panes or glass whether in doors, windows or roof-lights and toreplace such of  them as may be or becomedamaged or broken for whatever reason (damage caused by accidental fireexpected).

 

(18)         Toplace all refuse in refuse in a proper receptacle and to ensure that rubbish isregularly collected by or on behalf of the local authority.

 

(19)         Notto commit or allow to be committed any waste or spoil on or about the premises.

 

(20)         Notto remove any of the Fixtures Fittings Furniture or Effects from the Premises.

 

(21)         Toallow the Landlord or anyone with Landlord’s written authority together withany workmen and necessary appliances to enter the Premises at reasonable timesof the day to inspect its condition and state or repair and to effect any necessaryrepairs if the Landlord has given 24 hours notice beforehand and not tointerfere with or obstruct any such persons.

 

(22)         Incases of emergency to allow the Landlord or anyone with the Landlord’sauthority to enter the Premises at any time and without Notice.

 

(23)         Touse the Premises as a private dwelling-house only. This means that the Tenantmust not carry on any profession trade or business at the Premises and must notallow anyone else to do so.

 

(24)         Notto alter or add to the Premises or do or allow anyone else to do anything onthe Premises which might increase the fire insurance premium.

 

(25)         Notto do or allow anyone else to do anything on the Premises which may be anuisance to, or cause damage or annoyance to the Landlord or the tenants oroccupiers of any adjoining Premises.

 

(26)         a)Save as mentioned in clause 29 b) below not to assign underlet, charge, or partwith or share possession of the Property or any part thereof of the fixtures,fittings, furniture and effects.

 

b)   TheTenant may allow the property to be occupied by the Occupant and the Occupant’sfamily the Occupant being an employee of the Tenant or the Employer.

 

c)  The Tenant will take allreasonable steps to ensure that the Occupant is aware of and complies with theterms of this Agreement in so far as they relate to the use and occupation ofthe Property.

 

(27)         Notto permit any person to occupy the Premises as a licensee or invitee.

 

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(28)         Togive the Landlord a any notice given under the Party Wall etc Act 1996 withinseven days of receiving it and not to do anything as a result of the noticeunless required to do so by the Landlord.

 

(29)         Uponreceipt of any notice direction or order affecting or being likely to affectthe Premises and whether served on the Tenant personally or by any other meansto deliver such a copy of such a notice to the Landlord within seven days ofreceiving it.

 

(30)         Toimmediately forward to the landlord any post or other terms delivered to thePremises addressed to him.

 

(31)         Atthe expiration or sooner determination of the Tenancy hereby created to yieldup the Premises and all additions thereto and all fittings and the Landlordsfixtures therein and also the Contents or the articles substituted for any ofthe Contents in such a state of repair condition order preservation andcleanliness as shall be in accordance with the Tenants stipulations hereincontained and as regards the furniture and effects in the rooms and the placesin which they were at the commencement of the Tenancy so that the Premises areready for immediate reoccupation.

 

(32)         Tohand over to the Landlord or his representative on the last day of the Tenancywhether on its expiration or sooner determination all keys to the Premises andin the event of the Tenants failure to comply with this sub-clause the Landlordshall have the right to change all security locks to the Premises at theTenants expenses.

 

(33)         Inthe event that the Tenants goods or any item or any possessions belonging tomembers of the Tenants household shall not have been removed from the Premisesat the time of expiration or sooner determination of the tenancy to pay to theLandlord damages at the rate equal to the rent then payable for the Premisesuntil the Tenant shall have removed all such goods and in the event of them notbeing removed the Landlord shall be entitled to remove the same at the solerisk of the Tenant and to charge the Tenant for the cost of removal anddisposal and in addition the Tenant undertakes to pay to the Landlord alladditional expenses incurred by the Landlord in checking the inventory whichcannot be checked until all goods and possessions belonging to the Tenant ormembers of his household have been removed.

 

(34)         Inthe event that the washing machine and tumble dryer (if any) serving thePremises malfunctions for whatever reason and causes damage to the Tenantscontents within, then the Tenant agrees not to make a claim against theLandlord or the Landlords insurers for any recompenses or compensation for anysuch loss of damage suffered.

 

(35)         Inthe event that the refrigerator and freezer (if any) ceases to properlyfunction with the result that any comestibles contained in the saidappliance(s) and belonging to the Tenant thaws or becomes damaged or otherwiseunsafe for human consumption and as a consequence requires to be destroyed ordiscarded then the Tenant agrees not to seek reimbursement from the Landlordfor any loss or inconvenience suffered.

 

(36)         Notto do or permit or suffer to be done any act or thing which may render void orvoidable any policy of insurance on the Premises or the building or any partthereof or on the Contents or which may be cause an increased premium to bepayable in respect thereof  and to repayto the Landlord on demand all sums from time to time paid by way of increasedpremiums and all expenses incurred by the Landlord in or about any renewal ofsuch policy rendered necessary by a breach of this sub clause.

 

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(37)         Notto make or have made any duplicate keys to the premises nor to replace nor addany new locks to the Premises without the previous written consent of theLandlord (except in emergency) and the Tenant undertakes that on full set ofkeys to the new locks shall at all times be provided at the Tenants expense tothe Landlord.

 

(38)         Notto carry out any decoration to the Premises nor any part thereof without theprior written consent of the Landlord and not to alter nor interfere with theconstruction or arrangement of the Premises or the fixtures and fittingstherein belonging to the Landlord for which the Landlord is responsible oralter injure or affix anything to the walls or damage the floors wiring pipesor drains of the Premises and further not to alter or have made altered orextended any electrical wiring plumbing or gas installation on the Premises.

 

(39)         Notto place leave or cause to be left anything in any entrance landing passagestairway lift or common part of the building (if any) and not to throw or allowto be thrown anything whatsoever from any window of the Premises.

 

(40)         Notto cause or permit any offensive or inflammable material to collect in or onthe Premises and not to use or permit to be used any heater fuel of which is ofa dangerous nature.

 

(41)         Notto erect or permit to project outside the Premises any wireless satellite dishor television aerial without the prior consent in writing of the Landlord.

 

(42)         Notto commit or allow the commission upon the Premises of any act which could leadto the prosecution of the Landlord under the misuse of Drugs Act 1971 or anystatutory enactment which replaces or modifies the same not bring nor permitthe keeping of any lawful drugs or prohibited substances upon the Premises.

 

(43)         Duringthe last 60 days of the tenancy to allow the Landlord or his Agents to enterand view the Premises with prospective tenants at reasonable times of the day.

 

(44)         Notto change the telephone number(s) allocated to the Premises at the date of hisAgreement.

 

(45)         Toindemnify the Landlord in respect of any costs incurred by the Landlord inenforcing the terms of this Agreement against the Tenant.

 

(46)         Inthe event of the Tenants lease being forfeited or determined before the expiryof the Term to indemnify the Landlord in respect of:

 

a)     Anycosts incurred by the Landlord in finding new tenants for the Premises.

b)    Anydifferences in rent between that due by the Tenant under the terms of thisAgreement and the rent paid by the new tenants for the remainder of the periodcovered by this Agreement.

c)     Therent due under this Agreement for any period of this tenancy prior to the enddate where the Landlord has been unable to let the Premises to new Tenants.

 

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(47)         Topay all expenses incurred by the Landlord incidental to the preparation andservice of notices under section 146 of the Law of the Property Act 1925not withstanding that forfeiture is avoided otherwise than by relief granted bythe court.

 

(48)         Notto keep or allow to be kept on The Premises any animal or bird or domestic petwithout first obtaining the Landlords written consent such consent to berevocable at will by the Landlord.

 

(49)         Notto leave the Premises unoccupied for more than twenty-eight consecutive dayswithout giving notice to the Landlord.

 

(50)         Notsmoke or allow any substances to be smoked on Premises.

 

(51)         Thewindows should be cleaned at least every three months and at the end of theTenancy.

 

(52)         TheLandlord should be given access to inspect the Premises by prior arrangement atquarterly intervals throughout the tenancy and as directed by the lease in thefinal part of the tenancy.

 

**5.****             LATE RENT PENALTY**

 

Provided that if the Rent or any installment or part thereof shall be inarrears for fourteen days, without prior agreement, after the same shall havebecome due (whether legally demanded or not) an interest charge calculated as 5% above the base rate of the Bank of England on the day due on any outstandingRent.

 

**6.****             BREACH OF AGREEMENT**

 

Provided that if there shall be a breach of any of the agreements bythe tenant, the Landlord may re-enter the Property and immediately thereuponthe tenancy shall absolutely determine without prejudice to the other rightsand remedies of the Landlord.

 

**7.****             THE LANDLORDS OBLIGATIONS**

 

The Landlord agrees with the Tenant as follows :-

 

(1)           topay and indemnify the Tenant against all assessments and outgoings in respectof the Property (except charges for the supply of electric power or the use ofany telephone)

 

(2)           thatthe Tenant paying the Rent and performing the agreements on the part of theTenant my quietly possess and enjoy the Property during the tenancy without anylawful interruption from the Landlord or any person claiming under or in trustof the Landlord to return to the Tenant any Rent payable for any period whilethe Property is rendered uninhabitable by fire, the amount in case of disputeto be settled by arbitration

 

(3)           tohave the common parts of the property cleaned on a regular basis.

 

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(4)           to pay all council taxcharges due on the property during the course of the tenancy.

 

(5)           Topurchase the appropriate television license in respect of any televisionreceiver at the premises and to ensure that at all times during the tenancyhereby created there is a current valid television license in force in respectof any television set at the premises.

 

**8.****             SECTION 11**

 

This Agreement shall take effect subject to the provisions of Section 11of the Landlord and Tenant Act 1985 if applicable to the tenancy.

 

**9.****             HOUSING ACT 1988**

 

This tenancy agreement may be terminated (but not during the initialsix months of this tenancy) should the Mortgagee require possession under theHousing Act 1988, Schedule 2, Ground 2.

 

**10.****          NOTICE**

 

Notice under section 48 of the Landlord and Tenant Act 1987. TheTenant is hereby notified that notices (including notices in proceedings) mustbe served on the Landlord by the Tenant at the following address:-

 

Riverdale Estates Ltd

3 Wherry Lane

Ipswich

IP4 1LG

 

**11.**          English law shall applyto this Agreement.

 

IN WITNESS whereof this Agreement has been executed on the day and yearwritten above.

 
| SIGNED by               |            |   |
|-------------------------|-----------------|--------|
| Riverdale Estates Ltd   | /s/ [ILLEGIBLE] |   |
| The Landlord            |            |   |
|                    |            |   |
|                    |            |   |
| SIGNED by               |            |   |
| A Director of Vidus Ltd | /s/ [ILLEGIBLE] |   |
| The Tenant              |            |   |

 

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ADDENDUM

 

1.     TheLandlord agrees to pay for the subscription to NTL to cover standard Broadbandprovision (150k) and Cable TV package. The Landlord takes no responsibility forthe reliability of this provider.

 

2.     TheLandlord agrees to provide a cleaning service for the Property. The cleaning iscontracted on a Monday every 2 weeks and will consist of a total of 3 hourscleaning in total. Any additional cleaning which is required or requested willbe for the account of the Tenant.

 

Residential Lettings & Property Management

3 Wherry Lane, Ipswich, Suffolk IP4 1LG

Telephone: 01473 217600 Fax: 01473 287408

 

www.riverdaleestates.co.uk

 

Registered Office: Saxtead Bottom Farm, Saxtead Suffolk IP13 9QS

CompanyRegistration in England, Number 3280625

 

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